This car replaced my '84 300SD which I lost in an accident. But having saved my life, I wanted another Mercedes S-Class and decided to try a W140 chassis. It is built like a bank vault and still has all of the hallmarks of a true Mercedes Benz (before the Chrysler merger). It has not been without problems (oil tappet pipe replaced, central locking pump, lower oil pan seal, control arm bushings, steering damper to name a few). But this is a 12 year old car w/ 144K miles. Any automobile that old and with that kind of mileage is going to need attention. So overall, I recommend this car to any Mercedes lover. With proper care and feeding (and a nice "rainy day" fund), you will enjoy it!
Remote trunk release, rear sun shade, rear head rests, lumbar supports, express windows on all 4 windows, Bose sound system w/ Alpine CD changer, multi-way adjustable front seats, the bank vault construction and feel of a Mercedes
Use better/thicker leather. The leather has a tendency to dry out and crack very easily. Other than that, don't change a thing to the W140